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stock, $0.0001 par value
iThe Nasdaq Global Select Market
Group, Inc. 2.500% Senior Notes due 2022
iNew York Stock Exchange
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Emerging growth company
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
below in Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2021, the Board of Directors (the “Board”) of Expedia Group, Inc. (the, “Company”), including directors elected by holders of the
Company’s common stock voting as a single class, elected Patricia Menendez-Cambo to fill the vacancy created by A. George Skip Battle’s previously-reported resignation from the Board on January 8, 2021. The Board also appointed Ms. Menendez-Cambo to serve as a member of the Company’s Audit Committee.
Ms. Menendez-Cambo has served as Deputy General Counsel of SoftBank Group International and General Counsel of the SoftBank Latin America Fund since May 1, 2019 and General Counsel of the SoftBank Opportunity Fund since July 2020. Prior to joining SoftBank, Ms. Menendez-Cambo served in various leadership roles at the law firm of Greenberg Traurig, LLP, including as Vice Chair and as a member of the firm's Executive
Committee. Ms. Menendez-Cambo holds a J.D. degree from the University of Pennsylvania Carey Law School and a B.B.A (Bachelor of Business Administration) degree from the University of Miami.
In connection with her election and appointment, the Board determined that Ms. Menendez-Cambo (i) is an “independent director” as contemplated by Section 5605(a)(2) of the Nasdaq Marketplace Rules, (ii) meets the requirements for audit committee service pursuant to Nasdaq Marketplace Rule 5605(c)(2)(A), and (iii) is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K. Ms. Menendez-Cambo’s initial term will expire at the Company’s 2021 annual meeting of stockholders or her earlier resignation or removal. As of the date of this Current Report on Form 8-K, neither Ms. Menendez-Cambo
nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Rule 404(a) of Regulation S-K, nor is Ms. Menendez-Cambo party to any understanding or arrangement pursuant to which she was appointed as a director.
Ms. Menendez-Cambo will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s proxy statement filed on May 7, 2020.
On April 6, 2021, the
Company notified Nasdaq of the addition of Ms. Menendez-Cambo's appointment to the Audit Committee of the Board and Nasdaq in turn notified the Company that it was in compliance with Nasdaq Marketplace Rule 5605(c)(2), which requires the Company to have an audit committee composed of at least three independent directors.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.